Exhibit 4.02(f)


 


EQUITABLE RESOURCES, INC. (FORMED IN 1926)


 


AND


 


EQUITABLE RESOURCES, INC. (FORMED IN 2008)


 


TO


 


THE BANK OF NEW YORK, FORMERLY KNOWN AS


 


BANK OF MONTREAL TRUST COMPANY, TRUSTEE


 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of June 30, 2008


 

















 


This First Supplemental
Indenture, dated as of June 30, 2008, among Equitable Resources, Inc.,
a corporation duly organized and existing under the laws of the Commonwealth of
Pennsylvania (herein called the “Company”), having its principal executive
office at 225 North Shore
Drive, Pittsburgh, Pennsylvania 15212,
Equitable Resources, Inc., a
corporation formed on June 10, 2008 and duly organized and existing under
the laws of the Commonwealth of Pennsylvania (herein called “New EQT”)
and The Bank of New York, formerly known as
Bank of Montreal Trust Company, a New York banking corporation (herein called
the “Trustee”) under the Indenture dated as of July 1, 1996 (the “Indenture”)
from the Company.


 


WITNESSETH THAT:


 


WHEREAS, Section 901(1) of
the Indenture provides that, without the consent of the Holders, the Company,
when authorized by a Board Resolution, and the Trustee, at any time may enter
into one or more supplemental indentures for the purpose of evidencing the
succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company in the Indenture and in the
Securities;


 


WHEREAS, pursuant to Section 801 of the
Indenture, the Company may convey, transfer or lease its properties and assets
substantially as an entirety to any other Person organized and validly existing
under the laws of the United States of America, any state thereof or the
District of Columbia; provided, among other things, that such Person shall
expressly assume, by a supplemental indenture executed and delivered to the
Trustee and in form satisfactory to the Trustee, the due and punctual payment
of the principal of and interest on all the Securities and the performance or
observance of every covenant of the Indenture on the part of the Company to be
performed or observed;


 


WHEREAS, the Company has transferred to New EQT all of Equitable’s Production and
Midstream businesses and all corporate assets and liabilities;


 


WHEREAS, New EQT will assume all the rights and
obligations of, and succeed to and be substituted for, the Company under the
Indenture and the Securities;


 


WHEREAS, to evidence the assumption of the
obligations under the Indenture and the Securities by New EQT and the release
of the Company from its liabilities and obligations under or with respect to
the Securities and the Indenture in accordance with Sections 801 and 802 of the
Indenture, New EQT has agreed to execute and deliver this First Supplemental
Indenture;


 


WHEREAS, the following series
of Securities have been created prior to the execution hereof:  5.15% Notes Due March 1, 2018, 5.15% Notes Due November 15,
2012, 5.00% Notes Due October 1, 2015, and the 7.75% Debentures Due July 15,
2026 and remain outstanding (the “Notes”);


 


WHEREAS, the execution of this
First Supplemental Indenture has been duly authorized by the Board of Directors
of the Company;


 


WHEREAS, the Company has delivered, or caused to be
delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel
meeting the requirements of Section 801(4) of 


 


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the
Indenture;


 


WHEREAS, the Company and the Trustee have received a
direction to enter into this First Supplemental Indenture from the holders of
at least a majority in principal amount of the outstanding Notes of each
series;


 


NOW THEREFORE THIS FIRST
SUPPLEMENTAL INDENTURE WITNESSETH:


 


For and in consideration of
the premises, and intending to be legally bound hereby, mutually covenant and
agree, for the equal and proportionate benefit of all Holders of the Securities
or of any series thereof, as follows:


 


ARTICLE ONE


 


ASSUMPTION OF OBLIGATIONS


 


SECTION 101. Assumption of Obligations under
Indenture.  New EQT hereby fully and
unconditionally assumes the due and punctual payment of the principal of and
interest on the Notes and the performance and observance of every covenant of
the Indenture on the part of the Company to be performed or observed.


 


ARTICLE TWO


 


RELEASE OF OBLIGATIONS


 


SECTION 201. Release of the Company from
Obligations.  The Trustee, on behalf of the Holders of the Securities, hereby
relieves the Company from all covenants and obligations under the Notes, the
Securities, and the Indenture.


 


ARTICLE III


 


MISCELLANEOUS PROVISIONS


 


SECTION 301. Terms Defined.  For all purposes of this First Supplemental
Indenture, capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the Indenture.


 


SECTION 302. Effect of
Supplemental Indenture.  Upon the
execution and delivery of this First Supplemental Indenture by New EQT, the
Company and the Trustee, the Indenture shall be supplemented in accordance
herewith, and this First Supplemental Indenture shall form a part of the
Indenture for all purposes,
and every Holder of Securities heretofore or hereafter authenticated and
delivered under the Indenture shall be bound thereby. In accordance with Section 802
of the Indenture, upon the execution and delivery of this First Supplemental
Indenture by New EQT, the Company and the Trustee, New EQT shall succeed to and
be substituted for the Company with the same effect as if it had been named
therein as the party of the first part and the Company shall be released and
relieved as heretofore agreed.


 


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SECTION 303. Indenture and Supplemental
Indenture Construed Together.  This
First Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture
and this First Supplemental Indenture shall henceforth be read and construed
together.


 


SECTION 304. Multiple
Counterparts.  The parties may sign
multiple counterparts of this First Supplemental Indenture. Each signed
counterpart shall be deemed an original, but all of them together represent the
same agreement.


 


SECTION 305. Endorsement and Change of Form of
Notes.  Any Notes authenticated and
delivered after the date of this First Supplemental
Indenture in exchange or substitution for Notes then outstanding and all Notes
presented or delivered to the Trustee on and after that date for such purpose
shall (unless textually revised as hereinafter provided) be stamped or
typewritten by the Trustee with a notation as follows:


 


“New EQT, Inc., a Pennsylvania corporation (“New
EQT”), has assumed the obligations of Equitable Resources, Inc. (the “Company”)
as successor to the Company in connection
with the transfer of the properties and assets of the Company substantially as
an entirety. New EQT has expressly assumed the due and punctual payment of the
principal of and interest on all the Notes and the due and punctual performance
and observance of all the covenants and obligations in the Indenture to be
performed or observed by the Company, and the Company will be relieved from all
covenants and obligations under the Notes, the Securities and the
Indenture in accordance with the First Supplemental Indenture referred to
below. The Indenture dated as of July 1, 1996 referred to in this Note has
been amended by a First Supplemental Indenture dated as of June 30, 2008
to provide for such assumptions of obligations by New EQT and the release of
the Company from such obligations. Reference is hereby made to said First
Supplemental Indenture, copies of which are on file with The Bank of New York,
as Trustee, for a description of the amendments therein made.”


 


Any Notes hereafter authenticated and delivered in
exchange or substitution for Notes then outstanding shall, if New EQT so
elects, be textually revised in a
form approved by the Trustee to make reference to the First Supplemental
Indenture and to reflect the supplement of the Indenture hereby instead of
being stamped or typewritten as hereinabove provided.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this First Supplemental Indenture to be duly
executed as of the day and year first above written.


 


	
   

  	
  EQUITABLE RESOURCES, INC.

  
	
   

  	
  (Formed in 1926)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James E. Crockard, III

  
	
   

  	
  Name:  James E.
  Crockard, III

  
	
   

  	
  Title:  Treasurer

  



 


	
  Attest:

  	
  /s/ Kimberly L.
  Sachse

  	
   

  	
   

  
	
   

  	
    Secretary

  	
   

  	
   

  



 


 


	
   

  	
  EQUITABLE RESOURCES, INC.

  
	
   

  	
  (Formed in 2008)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip P. Conti

  
	
   

  	
  Name: Philip P. Conti

  
	
   

  	
  Title:  Senior Vice President
  and Chief 

  
	
   

  	
  Financial Officer

  



 


	
  Attest:

  	
  /s/ Kimberly L.
  Sachse

  	
   

  	
   

  
	
   

  	
    Secretary

  	
   

  	
   

  



 


	
   

  	
  THE BANK OF NEW YORK,
  formerly known as

  
	
   

  	
  BANK OF MONTREAL TRUST
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Beata Hryniewicka

  
	
   

  	
  Name:

  	
  Beata Hryniewicka

  
	
   

  	
  Title:

  	
  Assistant Vice
  President

  
					



 


	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
    Secretary

  	
   

  	
   

  



 


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  COMMONWEALTH OF PENNSYLVANIA

  	
  )

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  )  ss.:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COUNTY OF ALLEGHENY

  	
  )

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


On this 9th day of June, 2008
before me personally appeared James E. Crockard, III, to me known, who,
being by me duly sworn, did depose and say that he is Treasurer of Equitable
Resources, Inc., a corporation described in the foregoing instrument; and
that he as such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name of the
corporation by himself as such officer.


 


 


	
   

  	
  Christina L. Jones 

  	
  Notary Public

  
	
   

  	
  PITTSBURGH, ALLEGHENY COUNTY

  
	
   

  	
  MY COMMISSION
  EXPIRES                 

  
	
   

  	
  Member, Penn. Assoc. of Notaries

  



 


 


[Notarial
Seal]


 


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  COMMONWEALTH OF PENNSYLVANIA

  	
  )

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  )  ss.:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COUNTY OF ALLEGHENY

  	
  )

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


On this 9th day of June, 2008
before me personally appeared Philip P. Conti, to me known, who, being by me
duly sworn, did depose and say that he is Senior Vice President and Chief
Financial Officer of Equitable Resources, Inc., a corporation described in
the foregoing instrument; and that he as such officer, being authorized to do
so, executed the foregoing instrument for the purposes therein contained by
signing the name of the corporation by himself as such officer.


 


 


	
   

  	
  Christina L. Jones

  	
  Notary Public

  
	
   

  	
  PITTSBURGH, ALLEGHENY COUNTY

  
	
   

  	
  MY COMMISSION EXPIRES

  
	
   

  	
  Member, Penn. Assoc. of Notaries

  



 


 


[Notarial
Seal]


 


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